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07/08/2008

Gull Holdings Announces Satisfaction of Financing Condition for USANA Offer

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SALT LAKE CITY--(BUSINESS WIRE)--Gull Holdings, Ltd. and Unity Acquisition Corp. announced today that the financing condition relating to their offer to purchase all of the outstanding shares of USANA Health Sciences, Inc. (NASDAQ: USNA) has been satisfied. As a result, the necessary funds to purchase the shares in the offer will be available once the other conditions to the offer have been satisfied. As described in the Offer to Purchase referenced below, this financing commitment will expire on July 18, 2008. The other conditions to the offer are set forth in the Offer to Purchase and include the following conditions that must be satisfied:

  • There being tendered at least a majority of the outstanding shares of USANA stock that are not owned by the offer participants; and
  • There being tendered enough shares of USANA common stock so that the offer participants would own at least 90% of the outstanding shares (on a fully diluted basis after giving effect to the exercise of all derivative securities with an exercise price less than the offer price) following completion of the tender offer.

Gull and Unity previously increased the offer price from $26 per share to $28 per share and formally extended the offer and related withdrawal rights to midnight, New York City time, on Monday, July 14, 2008. This offer price represents the purchasers’ best and final offer, and is the highest price permitted, while meeting revolver availability requirements, under their debt financing commitment. The increased offer price is 34.4% higher than the closing price on the day prior to Gull’s announcement of its intention to commence the original offer, and a 39.1% premium to the volume weighted average price for the 30 days prior to that announcement.

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